Agreement of terms

This User Agreement describes the terms on which Hub19, Incorporated (“Hub19, Inc.”, “Hub19”, “Designly”, “we”, “us”), a Delaware corporation with its principal place of business in Pittsburgh, PA, offers you (“you” or “your”) access to our site (including all content and functionality available through Designly.com), and services provided by us. By visiting or using the services available on Designly.com (the “Site” or “Designly.com”) you are agreeing to the following terms without change, including those terms available by hyperlink (collectively, the “Agreement”). If you do not agree to any of the terms in this Agreement and the related policies referenced in this Agreement, please do not use this Site. This Agreement is effective on January 11, 2011 and your continued use of the Site after such time will signify your acceptance of this Agreement.

Translation:

By using our site, you’re agreeing to abide by our terms and conditions.

1. Eligibility

Only parties that can lawfully enter into and form legal contracts may use the Site and our services. If you use our services, you expressly represent to us that you are at least over the age of eighteen (18) and may lawfully enter into and form binding contracts, conditions, obligations, affirmations, representations and warranties. Before you may become a member of the Site, you must read and accept all of the terms and conditions in this Agreement. We reserve the right in our sole and absolute discretion to refuse, suspend, or terminate service to anyone.

Translation:

In order to use our site you have to be at least 18 years old and agree to these terms and conditions.

2. Proprietary Rights

Your use of the site does not grant to you any ownership or interest in any content, code, data or materials you may access on or through the site or any intellectual property rights subsisting any content, code, data or materials you may access on or through the site. You may download a single copy of any content contained on the site, solely for your personal, non-commercial use, consistent with these terms of use, provided that you maintain the copyright and other notices contained in that content. This excludes products available for sale/licensing on the site. Your use of the site does not grant to you any ownership or interest in any content, code, data or materials you may access on or through the site or any intellectual property rights subsisting any content, code, data or materials you may access on or through the site. If you make other use of the site, or the Products, content, code, data or materials on the site or available through the site, except as otherwise provided above, you will violate copyright and other laws of the U.S.A., other countries, as well as applicable state laws and may be subject to liability for such unauthorized use.

Translation:

You are not entitled to the property rights of any of the material you purchase off of our website, unless otherwise specified. You may download a single copy for your use alone.

3. Copyright Agent

We respect the intellectual property rights of others, and require that those people who use the site, or the services or features made available on or through the site, do the same.

If you believe that your work has been copied in a way that constitutes copyright infringement, please forward the following information to us:

  1. Your address, telephone number, and email address;
  2. A description of where the alleged infringing material is located;
  3. A description of the copyrighted work that you claim has been infringed; and
  4. A statement by you, that you warrant that the above information in your notice is accurate and that you are the copyright owner or are authorised to act on the copyright owner’s behalf.

Translation:

If you’ve submitted content to the site and you believe someone is using it illegally, please contact us and provide the aforementioned information.

4. Trade Marks

The trade marks, logos, service marks and trade names (collectively the Trade Marks) displayed on the site, or on content available through the site, are registered and unregistered Trade Marks of Hub 19 and others.

Nothing contained on the site should be construed as granting expressly or by implication any license or right to use any Trademark displayed on the site without the written permission of Hub 19 or the third party that may own the applicable Trademark.

Translation:

Don’t take anything from the site without express written consent. It’s all trademarked.

5. Fees

There is no cost to becoming a member on the Site or in browsing most of the Site. We charge fees to buyers who use our services. When you post a project as a buyer or use a service that has a fee associated with it, you will always have an opportunity to review and accept the fees that you will be charged. We may choose to temporarily change the fees for our services for promotions or for new services. All fees are quoted in U.S. Dollars. You agree to pay in a timely manner and with a valid payment method, all fees applicable to your use of the services. If your payment method fails, we may collect fees owed using other collection mechanisms.

Translation:

It doesn’t cost anything to browse the site or to become a member. If you purchase our products or services, you must pay in a timely manner with a valid payment method.

6. Listing Goods

By using the Service to sell one or more Goods, you agree to pay Hub 19’s fees for such transaction, assume full responsibility for the content of the Goods offered, and accept that Hub 19 can’t guarantee exact listing durations.

Translation:

If you use our service to sell your content, you agree to pay the accompanying fees and assume responsibility for that content (which may include customer service issues).

7. Fees and Paid Services
  1. Billing Policies. Certain aspects of the Service may be provided for a fee or other charge. If you elect to use paid aspects of the Service, you agree to the pricing and payment terms as we may update them from time to time. Hub 19 may add new services for additional fees and charges, or amend fees and charges for existing services, at any time in its sole discretion.
  2. No Refunds. You may cancel your Hub 19 account at any time; however, there are no refunds for cancellation. In the event that Hub 19 suspends or terminates your account or this Agreement for any reason, you understand and agree that you shall receive no refund or exchange for any Hub 19 Property, any credits you have saved, any license or subscription fees for any portion of the Service, any content or data associated with your account, or for anything else.
  3. Payment Information; Taxes. All information that you provide in connection with a purchase or transaction or other monetary transaction interaction with the Service must be accurate, complete, and current. You agree to pay all charges incurred by users of your credit card, debit card, or other payment method used in connection with a purchase or transaction or other monetary transaction interaction with the Service at the prices in effect when such charges are incurred. You will pay any applicable taxes, if any, relating to any such purchases, transactions or other monetary transaction interactions.
  4. Payouts. Unless otherwise agreed by the parties in writing, Hub 19 shall remit payments due to you hereunder, including for Goods sold, no later than thirty (30) days after the end of each calendar month in which the applicable fees are received. Payment shall be in the form you select when you register for the Service, or as subsequently updated as permitted by the Service. Payments shall only be made in those months in which the amount due to you totals at least $20 and when payment has been requested. Unpaid amounts due shall accrue until the next month in which the amount due is at least $20. Hub 19 reserves the right to withhold payment or charge back to your account any amounts otherwise due to us under this Agreement, or amounts due to any breach of this Agreement by you, pending Hub 19's reasonable investigation of such breach. To ensure proper payment, you are solely responsible for providing and maintaining accurate contact and payment information associated with your account, which includes without limitation applicable tax information. If we believe that we are obligated to obtain tax information and you do not provide this information to us after we have requested it, we may withhold your payments until you provide this information or otherwise satisfy us that you are not a person or entity from whom we are required to obtain tax information. Any third-party fees related to returned or cancelled payments due to a contact or payment information error or omission may be deducted from the newly issued payment. You agree to pay all applicable taxes or charges imposed by any government entity in connection with your participation in the Service. If you dispute any payment made hereunder, you must notify Hub 19 in writing within thirty (30) days of such payment. Failure to so notify Hub 19 shall result in the waiver by you of any claim relating to such disputed payment. Payment shall be calculated solely based on records maintained by Hub 19. No other measurements or statistics of any kind shall be accepted by Hub 19 or have any effect under this Agreement. We may withhold any taxes or other amounts from payments due to you as required by law.

Translation:

There are no refunds. You must provide us with accurate information when creating an account. If you sell goods on our site, we’ll pay you no later than 30 days after the item is sold.

8. Changes to Terms of and Conditions

Hub 19 may, at its sole discretion, revise or change these Terms and Conditions (in whole or in part) from time to time and at any time without notice to you. Changes in the Terms and Conditions will be effective when posted by us on the site. Your continued use of the site and/or the services made available on or through the site after any changes to the Terms and Conditions are posted will be considered acceptance of those changes.

Translation:

We can change this stuff without telling you. Don’t worry, if it’s a big change we’ll let you know.

9. User Information

In the course of your use of the site and/or the content or services made available on, or through, the site, you may be asked to provide certain personalized information to us (User Information). Hub 19’s information collection and use policies with respect to the privacy of such User Information are set out in the site’s Privacy Policy.

You are solely responsible for the accuracy and content of User Information.

Translation:

We’re serious about privacy. Your user info will never be sold or distributed in any form.

10. Linking to the site

You agree that if you include a link from any other web site to the site, such link must link to the full version of an HTML formatted page of the site. You are not permitted to link directly to any image hosted on the site or our services, such as using an “in-line” linking method to cause the image hosted by us to be displayed on another web site. You agree not to download or use images hosted on the site on another web site, for any purpose, including, without limitation, posting such images on another web site. You agree not to link from any other web site to the site in any manner such that the site, or any page of the site, is “framed,” surrounded or obfuscated by any third party content, materials or branding. We reserve our right to insist that any link to the site be discontinued, and to revoke your right to link to the site from any other web site at any time upon written notice to you.

Translation:

If you link to our site, it can’t be modified in any way. You can’t steal images or content from our site and you can’t dump a bunch of third-party content onto our site with your link. We reserve the right to revoke your link with a written notice to you.

11. Third Party Sites.

You may be able to move from the site to third party web sites (Linked Sites). You acknowledge and agree that we have no responsibility for the information, content, products, services, advertising, code or other materials which may or may not be provided by or through Linked Sites, even if they are owned or run by affiliates of ours. The inclusion of any link to such web sites on our site does not imply Hub 19’s endorsement, sponsorship, or recommendation of that web site. Hub 19 disclaims any liability for links to another web site.

Translation:

Sometimes we link to other sites. We’re not responsible for the stuff that goes down out there.

12. Disclaimer
  1. all content and services on the site is provided “as is” and without warranties of any kind, either express or implied;
  2. Hub 19 and its suppliers expressly disclaim all warranties of any kind, including but not limited to implied warranties of merchantability and fitness for a particular purpose;
  3. Hub 19 does not warrant that the functions contained in any content or your access to the site will be uninterrupted or error-free, that any defects will be corrected or that the site or the server which stores and transmits content to you are free of viruses or any other harmful components; and
  4. Hub 19 does not warrant or make any representation regarding your access to, or the results of your access to, the site (including any related or linked web sites) or any content in terms of correctness, accuracy, timeliness, completeness, reliability or otherwise.
  5. Under no circumstances (including but not limited to any act or omission on the part of Hub 19) will Hub 19 or its affiliates be liable for any indirect, incidental, special and/or consequential damages or loss of profits whatsoever which result from any use or access of, or any inability to use or access, the site or the content. To the fullest extent permitted by law, Hub 19’s liability for breach of any implied warranty or condition which cannot be excluded is limited at the option of Hub 19 to the following:

    1. in the case of services supplied or offered by Hub 19:
      1. the supply of the services again;
      2. the payment of the cost of having services supplied again; and
    2. in the case of goods supplied or offered by us:
      1. the replacement of the goods or the supply of equivalent goods; or
      2. the payment of the cost of replacing the goods or acquiring equivalent goods.

Translation:

All material is sold “as is” and holds no warranty. We’re not responsible for the consequences of any business decisions you make using the material from our site.

13. Release of Liability

You will not hold Hub 19, its officers, directors, employees or agents responsible for other users’ actions or inactions, including their posts. You acknowledge and agree that we are not a traditional auctioneer. We provide a venue to allow anyone to offer, sell and buy services, at anytime, from anywhere. Except when purchasing Creative Services for its own use, Hub 19 is not a party to any contract for Creative Services. We have no control over and do not guarantee the quality, safety or legality of Creative Services, the truth or accuracy of project listings or member information, the qualifications, background, or abilities of members, the ability of creatives to deliver Creative Services, or that members will complete a transaction. Each creative and buyer must look solely to the other for enforcement and performance of all the rights and obligations pursuant to the transactions it entered into with the other on designly.com, and any other terms, conditions, representations, or warranties associated with such transactions.

If you have a dispute with another Member, you release Hub 19 (and our officers, directors, agents, subsidiaries, joint ventures and employees) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such dispute. You hereby waive California Civil Code §1542 (and any analogous law in any other applicable jurisdiction), which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.” You further acknowledge that this waiver is an essential and material term of this agreement, and that without such waiver, we would not have entered into this Agreement.

You will not hold us liable to you or any other member for any special, indirect, consequential or punitive damages pursuant to this agreement, including but not limited to, loss of profits, loss of business opportunities or loss of goodwill or reputation, even if advised of the possibility of such damages.

This Site is controlled and offered by us from facilities in the United States of America. We make no representations that the Site is appropriate or available for use in other jurisdictions. Those who access or use the Site from other jurisdictions do so as their own choice and are solely responsible to comply with local law.

Notwithstanding any other provision of this agreement, in no event will our liability to you for any action or claim related to the services provided under this agreement, whether based on contract, tort, negligence or any other theory of liability, exceed the greater of: (a) $100 or (b) the total fees you paid to us in the three months prior to the action giving rise to the liability. . Some states and jurisdictions do not allow for the exclusion or limitation of incidental or consequential damages, so this limitation and exclusion may not apply to you.

Translation:

We’re not responsible for the actions (or inactions) of other parties involved in the selling process. Thank God we don't pay our lawyers by the word.

14. Notices

Unless you otherwise tell us in writing, we will communicate with you by email (using the email you provided to us during the registration process, as amended by you) or by posting communications on the Site. You consent to receive communications from us electronically and you agree that these electronic communications satisfy any legal requirement that such communications be in writing. You will be considered to have received a communication 24 hours after we send it to the email address you have provided to us (unless the sender is notified that the email address is invalid), or when we posts such communication on the Site. You must keep your email address updated, and you must regularly check the Site for postings. We may also give you legal notice to the address provided during the registration process (as amended by you). In such case, notice shall be deemed given three days after the date of mailing. All notices to us intended to have a legal effect concerning this Agreement must be in writing and delivered either in person or by a means evidenced by a delivery receipt, to the following address:

Hub19, Inc.

122 Meyran Ave

Pittsburgh, Pennsylvania 15213

Such notices to Hub19 are deemed effective upon receipt.

Translation:

We communicate via email. Make sure you give us an accurate, up-to-date email. If you don’t check it, that’s not our fault.

15. Resolution of Disputes

If a dispute arises between you and us, our goal is to resolve such dispute quickly and cost effectively. Accordingly, you and we agree that we will resolve any claim or controversy at law or equity that arises between us out of this Agreement or the Services (a “Claim”) in accordance with this section, entitled “Resolution of Disputes.” Before resorting to these alternatives, you agree to first contact us directly to seek a resolution.

(a) Law and Forum for Disputes. This Agreement is governed in all respects by the laws of the State of Pennsylvania without giving effect to any principle that may provide for the application of the law of another jurisdiction. You agree that any claim or dispute you may have against Designly must be resolved by a court located in Allegheny County, Pennsylvania, or as described in the Arbitration paragraph below. You hereby submit to the personal jurisdiction of the courts located within Allegheny, Pennsylvania for the purpose of litigating all such claims or disputes. ANY CAUSE OF ACTION YOU MAY HAVE WITH RESPECT TO DESIGNLY.COM MUST BE COMMENCED WITHIN 30 DAYS AFTER IT ARISES, OR THE CAUSE OF ACTION IS BARRED.

(b) Arbitration. For any claim arising between you and us (excluding claims for injunctive or other equitable relief) where the total amount of the award sought is less than $10,000, the party requesting relief may elect to resolve the dispute in a cost-effective manner through binding non-appearance-based arbitration. A party electing arbitration must initiate such arbitration through an established alternative dispute resolution (“ADR”) provider mutually agreed upon by the parties. The ADR provider and the parties must comply with the following rules: (a) the arbitration will be conducted by telephone, online and/or be solely based on written entries, the specific manner will be chosen by the party initiating the arbitration; (b) the arbitration will not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties; and (c) if an arbitrator renders an award the party receiving the award may enter any judgment on the award in any court of competent jurisdiction.

(c) Improperly Filed Claims. Should you file a claim contrary to this section entitled “Resolution of Disputes,” we will be entitled to recover attorneys’ fees and costs up to $2,000, provided that we have notified you in writing about the improperly filed claim, and you have failed to promptly withdraw the claim.

Translation:

If you’ve got a problem, contact us first, so we can try and resolve it. We want to resolve anything we can quickly and efficiently. If you want to press legal action, you have to do it within 30 days of the incident.

16. General

Hub19, Inc. is located at 122 Meyran Ave, Pittsburgh, PA 15203. You agree that the Site shall be deemed solely based in Pennsylvania and that the Site shall be deemed a passive website that does not give rise to personal jurisdiction over us, either specific or general, in jurisdictions other than Pennsylvania. We may amend this Agreement at any time and in our sole discretion by posting the revised terms on this site. Unless otherwise stated in such revision, the revised terms will take effect when they are posted. You are responsible for reviewing the notice and any changes. This Agreement may not be otherwise amended except in a writing signed by both you and us. You can review the most current version of this Agreement at any time at: http://www.designly.com/terms. Your continued use of the Site and our services following changes to the Agreement will constitute your acceptance of changes or modifications to this Agreement. If you do not agree to any changes to this Agreement, do not continue to use the Site or our services.

This Agreement sets forth the entire understanding and agreement between us with respect to the subject matter of this Agreement. The following sections survive any termination of this Agreement: 2, 5, 12, 13, and 15.

You are responsible for compliance with applicable local laws, keeping in mind that access to the contents of this Site may not be legal for or by certain persons or in certain countries. Hub 19 will not be considered to have modified or waived any of our rights or remedies under this Agreement unless the modification or waiver is in writing and signed by an authorized representative of Hub 19. No delay or omission by us in exercising our rights or remedies will impair our rights or be construed as a waiver. Any single or partial exercise of a right or remedy will not preclude further exercise of any other right or remedy. If any part of this Agreement is held to be unenforceable, the unenforceable part will be given effect to the greatest extent possible and the remainder will remain in full force and effect. Nothing in this Agreement or related policies should be deemed to confer rights or benefits on third parties. You will not transfer, assign or delegate your rights or obligations (including your Account) under this Agreement to anyone without the our express written permission, and any attempt to do so will be null and void. We may assign this Agreement without restriction.

Except for the payment of fees to us, neither you nor we shall be responsible for the failure to perform or any delay in performance of any obligation hereunder due to labor disturbances, accidents, fires, floods, telecommunications or Internet failures, strikes, wars, riots, rebellions, blockades, acts of government, governmental requirements and regulations or restrictions imposed by law or any other similar conditions beyond the reasonable control of such party. The time for performance of such party shall be extended by the period of such delay.

The boldface paragraph headings in this Agreement are included for ease of reference only and have no binding effect. This Agreement and all policies and documents referenced in this Agreement comprise the entire agreement between you and us with respect to the use of this Site and our services and supersede all prior agreements between the parties regarding the subject matter contained herein as well as any conflicting or inconsistent terms in any websites that link to or are linked from this Site.

Translation:

We work in Pennsylvania, and abide by all state and local laws. If there is a natural disaster, we’re not responsible for any delay in service or delivery of goods.